Advanced Energy Industries (AEIS)

The Board of Directors or Committee will be responsible for the administration of the Plan. The
Board of Directors or Committee is authorized to interpret the Plan, to prescribe, amend, and
rescind rules and regulations deemed advisable, and to make all other administrative determinations
necessary. Any decision of the Board of Directors or Committee in the interpretation and
administration of the Plan, as described herein, shall lie within its sole and absolute discretion
and shall be final, conclusive and binding on all parties concerned.

The 2003 Plan is administered by the Compensation Committee,
consisting of at least two members of the Board of Directors who
are independent directors as defined by Rule 4200(a)(14) of
the National Association of Securities Dealers listing
standards.

The administrator is authorized to determine the individuals who
will receive Awards (the Participants), fix the number of shares
that each Participant may purchase, to determine the exercise
price of the awards, whether options are to be incentive stock
options (ISOs) or non-qualified stock options (NSOs), and to set
the terms and conditions of each option, including the period
over which the Award becomes exercisable, and all other matters
relating to the administration and operation of the 2003 Plan.
The administrator is also authorized to suspend or discontinue
the 2003 Plan or revise and amend it in any respect whatsoever;
provided, however, that without approval of Advanced
Energys stockholders no revision or amendment shall change
the number of shares issuable, or effectively reduce the
exercise price of any outstanding option under the 2003 Plan.